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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 10-Q/A

Amendment No. 1


(Mark one)

x   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2003

OR

o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

ANCHOR GLASS CONTAINER CORPORATION




(Exact name of registrant as specified in its charter)


|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 59-3417812                          
|                                                               |  |                                     
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer
Identification No.)
|                                                               |  |                                     
|One Anchor Plaza, 4343 Anchor Plaza Parkway, Tampa, FL         |  | 33634-7513                          
|                                                               |  |                                     
|(Address of principal executive offices)                       |  | (Zip Code)                          

Registrants telephone number, including area code: 813-884-0000



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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.   Yes x   
No o.

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).   Yes o   
No x.

Number of shares outstanding of common stock at August 14, 2003:
9,000,000 shares





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TABLE OF CONTENTS



|                               |  |  |  |  |  |  |  | 
|------------------------------ |  |  |  |  |  |  |  | 
|PART I  FINANCIAL INFORMATION
|PART II  OTHER INFORMATION   
|SIGNATURES                    
|Certification of CEO          
|Certification of CFO          
|Section 1350 Certifications   



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ANCHOR GLASS CONTAINER
CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
(unaudited)
(dollars in thousands, except per share data)

This Form 10-Q/A is being filed to reflect the restated condensed balance
sheets of Anchor Glass Container Corporation (Anchor or the Company) at
June 30, 2003 and December 31, 2002, after determination that its Series C
Preferred Stock, par value $.01 (the Series C Preferred Stock) should be
classified as temporary equity. This restatement is limited solely to
classifying:



| | (i)  |  | the aggregate of $75.0 million of the Companys Series C
Preferred Stock from permanent stockholders equity and                               
| | ---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii) |  | the related accrued dividends at June 30, 2003 and December
31, 2002 of $7.8 million and $3.0 million, respectively, from
long-term liabilities

to the temporary equity section of the balance sheet under the caption entitled
Redeemable Preferred Stock.

The restatement had no effect on the Companys statements of operations,
assets or cash flows. Furthermore, as described in the Use of Proceeds section
of the Companys 424(b)(1) prospectus filed with the Securities and Exchange
Commission on September 25, 2003 in connection with the Companys initial
public offering that was consummated on September 30, 2003 (the Equity
Offering), all of the Series C Preferred Stock was redeemed in full on
September 30, 2003 with a portion of the net proceeds of the Equity Offering.
Accordingly, the change in classification will have no effect on the Companys
balance sheet as of or following September 30, 2003. See Note 6 for additional
information.

Part I  Item 1. Financial Statements and Part II  Item 6. Exhibits of
the Companys Quarterly Report on Form 10-Q is hereby amended and replaced as
follows:

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##### Table of Contents






PART I  FINANCIAL INFORMATION

Item 1. Financial Statements.

ANCHOR GLASS CONTAINER CORPORATION
CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(unaudited)
(dollars in thousands, except per share data)

|                                                                                                                                                   |                                     |                   |         |                     |     |                     |         |            |     |              |           |         |     |   |            |         |   | 
|-------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------- | ----------------- | ------- | ------------------- | --- | ------------------- | ------- | ---------- | --- | ------------ | --------- | ------- | --- | - | ---------- | ------- | - | 
|                                                                                                                                                   |                                     |                   |         | Reorganized Company |     | Predecessor Company
|                                                                                                                                                   |                                     |                   |         |                     |     |                    
|                                                                                                                                                   |                                     |                   |         | Six Months          |     | Three Months        |         | Six Months |     | Three Months
|                                                                                                                                                   |                                     |                   |         | Ended               |     | Ended               |         | Ended      |     | Ended       
|                                                                                                                                                   |                                     |                   |         | June 30,            |     | June 30,            |         | June 30,   |     | June 30,    
|                                                                                                                                                   |                                     |                   |         | 2003                |     | 2003                |         | 2002       |     | 2002        
|                                                                                                                                                   |                                     |                   |         |                     |     |                     |         |            |     |             
|Net sales                                                                                                                                          |                                     | $                 | 349,225 |                     |     | $                   | 186,822 |            |     | $            | 378,260   |         |     | $ | 199,878    |        
|Costs and expenses:                                                                                                                                |                                     |                   |         |                     |     |                     |         |            |     |              |           |         |     |   |            |        
|                                                                                                                                                   | Cost of products sold               |                   |         | 320,989             |     |                     |         | 168,062    |     |              |           | 340,671 |     |   |            | 176,099 |  
|                                                                                                                                                   | Selling and administrative expenses |                   |         | 13,466              |     |                     |         | 6,820      |     |              |           | 15,224  |     |   |            | 7,531   |  
|                                                                                                                                                   | Restructuring, net                  |                   |         |                    |     |                     |         |           |     |              |           | 1,429   |     |   |            | 1,429   |  
|Income from operations                                                                                                                             |                                     |                   | 14,770  |                     |     |                     | 11,940  |            |     |              | 20,936    |         |     |   | 14,819     |        
|Reorganization items, net                                                                                                                          |                                     |                   |        |                     |     |                     |        |            |     |              | (2,700    | )       |     |   | (2,700     | )      
|Other income (expense), net                                                                                                                        |                                     |                   | (224    | )                   |     |                     | 364     |            |     |              | 483       |         |     |   | (380       | )      
|Interest expense (Contractual interest
for the six and three months ended
June 30, 2002, $15,017 and $7,834,
respectively)                         |                                     |                   | (25,138 | )                   |     |                     | (11,007 | )          |     |              | (13,974   | )       |     |   | (6,791     | )      
|                                                                                                                                                   |                                     |                   |         |                     |     |                     |         |            |     |              |           |         |     |   |            |        
|Net income (loss)                                                                                                                                  |                                     | $                 | (10,592 | )                   |     | $                   | 1,297   |            |     | $            | 4,745     |         |     | $ | 4,948      |        
|                                                                                                                                                   |                                     |                   |         |                     |     |                     |         |            |     |              |           |         |     |   |            |        
|Series A and B preferred stock
dividends (Contractual dividends for
the six and three months ended June
30, 2002, $7,028 and $3,514,
respectively) |                                     |                   |         |                     |     |                     |         |            |     | $            | (4,100    | )       |     | $ | (586       | )      
|                                                                                                                                                   |                                     |                   |         |                     |     |                     |         |            |     |              |           |         |     |   |            |        
|Income applicable to common stock                                                                                                                  |                                     |                   |         |                     |     |                     |         |            |     | $            | 645       |         |     | $ | 4,362      |        
|                                                                                                                                                   |                                     |                   |         |                     |     |                     |         |            |     |              |           |         |     |   |            |        
|Basic net income per share applicable
to common stock                                                                                              |                                     |                   |         |                     |     |                     |         |            |     | $            | 0.12      |         |     | $ | 0.83       |        
|                                                                                                                                                   |                                     |                   |         |                     |     |                     |         |            |     |              |           |         |     |   |            |        
|Basic weighted average number of
common shares outstanding                                                                                         |                                     |                   |         |                     |     |                     |         |            |     |              | 5,251,356 |         |     |   | 5,251,356  |        
|                                                                                                                                                   |                                     |                   |         |                     |     |                     |         |            |     |              |           |         |     |   |            |        
|Diluted net income per share
applicable to common stock                                                                                            |                                     |                   |         |                     |     |                     |         |            |     | $            | 0.12      |         |     | $ | 0.15       |        
|                                                                                                                                                   |                                     |                   |         |                     |     |                     |         |            |     |              |           |         |     |   |            |        
|Diluted weighted average number of
common shares outstanding                                                                                       |                                     |                   |         |                     |     |                     |         |            |     |              | 5,251,356 |         |     |   | 33,805,651 |        
|                                                                                                                                                   |                                     |                   |         |                     |     |                     |         |            |     |              |           |         |     |   |            |        
|Comprehensive income (loss):                                                                                                                       |                                     |                   |         |                     |     |                     |         |            |     |              |           |         |     |   |            |        
|                                                                                                                                                   | Net income (loss)                   |                   | $       | (10,592             | )   |                     | $       | 1,297      |     |              | $         | 4,745   |     |   | $          | 4,948   |  
|                                                                                                                                                   | Other comprehensive income (loss):  |                   |         |                     |     |                     |         |            |     |              |           |         |     |   |            |         |  
|                                                                                                                                                   |                                     | Derivative income |         |                     | 707 |                     |         |            | 897 |              |           |         | 531 |   |            |         |  | 
|                                                                                                                                                   |                                     |                   |         |                     |     |                     |         |            |     |              |           |         |     |   |            |        
|Comprehensive income (loss)                                                                                                                        |                                     | $                 | (9,885  | )                   |     | $                   | 2,194   |            |     | $            | 5,276     |         |     | $ | 4,948      |        
|                                                                                                                                                   |                                     |                   |         |                     |     |                     |         |            |     |              |           |         |     |   |            |        

See Notes to Condensed Financial Statements.

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ANCHOR GLASS CONTAINER CORPORATION
CONDENSED BALANCE SHEETS
(dollars in thousands)

|                                                         |                                        |                                            |                                          |         |                     |         |              |        |         |         | 
|-------------------------------------------------------- | -------------------------------------- | ------------------------------------------ | ---------------------------------------- | ------- | ------------------- | ------- | ------------ | ------ | ------- | ------- | 
|                                                         |                                        |                                            |                                          |         | Reorganized Company
|                                                         |                                        |                                            |                                          |         |                    
|                                                         |                                        |                                            |                                          |         | June 30, 2003       |         | December 31,
|                                                         |                                        |                                            |                                          |         | (unaudited)         |         | 2002        
|                                                         |                                        |                                            |                                          |         | (restated)          |         | (restated)  
|                                                         |                                        |                                            |                                          |         |                     |         |             
|ASSETS                                                   |                                        |                                            |                                          |         |                     |         |              |       
|Current assets:                                          |                                        |                                            |                                          |         |                     |         |              |       
|                                                         |                                        | Cash and cash equivalents                  |                                          | $       | 320                 |         |              | $      | 351     |        
|                                                         |                                        | Restricted cash                            |                                          |         |                    |         |              |        | 4,387   |        
|                                                         |                                        | Accounts receivable                        |                                          |         | 44,462              |         |              |        | 42,070  |        
|                                                         |                                        | Inventories:                               |                                          |         |                     |         |              |        |         |        
|                                                         |                                        |                                            | Raw materials and manufacturing supplies |         |                     | 23,918  |              |        |         | 22,796  | 
|                                                         |                                        |                                            | Finished products                        |         |                     | 108,369 |              |        |         | 79,353  | 
|                                                         |                                        | Other current assets                       |                                          |         | 8,728               |         |              |        | 8,603   |        
|                                                         |                                        |                                            |                                          |         |                     |         |              |       
|                                                         |                                        |                                            | Total current assets                     |         |                     | 185,797 |              |        |         | 157,560 | 
|Property, plant and equipment, net                       |                                        |                                            | 448,531                                  |         |                     |         | 384,386      |       
|Other assets                                             |                                        |                                            | 14,601                                   |         |                     |         | 6,815        |       
|Intangible assets                                        |                                        |                                            | 7,240                                    |         |                     |         | 7,636        |       
|                                                         |                                        |                                            |                                          |         |                     |         |              |       
|                                                         |                                        | $                                          | 656,169                                  |         |                     | $       | 556,397      |       
|                                                         |                                        |                                            |                                          |         |                     |         |              |        |         |        
|LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)           |                                        |                                            |                                          |         |                     |         |              |       
|Current liabilities:                                     |                                        |                                            |                                          |         |                     |         |              |       
|                                                         |                                        | Borrowings under revolving credit facility |                                          | $       | 38,382              |         |              | $      | 47,413  |        
|                                                         |                                        | Current maturities of long-term debt       |                                          |         | 9,057               |         |              |        | 8,315   |        
|                                                         |                                        | Accounts payable                           |                                          |         | 43,999              |         |              |        | 46,969  |        
|                                                         |                                        | Accrued expenses                           |                                          |         | 19,791              |         |              |        | 35,314  |        
|                                                         |                                        | Accrued interest                           |                                          |         | 13,755              |         |              |        | 5,167   |        
|                                                         |                                        | Accrued compensation and employee benefits |                                          |         | 25,551              |         |              |        | 26,331  |        
|                                                         |                                        |                                            |                                          |         |                     |         |              |       
|                                                         |                                        |                                            | Total current liabilities                |         |                     | 150,535 |              |        |         | 169,509 | 
|Notes and long-term capital leases                       |                                        |                                            | 315,496                                  |         |                     |         | 182,433      |       
|Long-term obligation to PBGC                             |                                        |                                            | 58,296                                   |         |                     |         | 60,640       |       
|                                                         |                                        |                                            |                                          |         |                     |         |              |       
|                                                         |                                        | Total long-term debt                       |                                          |         | 373,792             |         |              |        | 243,073 |        
|Long-term post-retirement liabilities                    |                                        |                                            | 40,831                                   |         |                     |         | 40,342       |       
|Other long-term liabilities                              |                                        |                                            | 22,875                                   |         |                     |         | 23,952       |       
|                                                         |                                        |                                            |                                          |         |                     |         |              |       
|                                                         |                                        |                                            | 437,498                                  |         |                     |         | 307,367      |       
|Commitments and contingencies                            |                                        |                                            |                                          |         |                     |         |              |       
|Redeemable preferred stock (including accrued
dividends) |                                        |                                            | 82,773                                   |         |                     |         | 78,022       |       
|Stockholders equity (deficit):                          |                                        |                                            |                                          |         |                     |         |              |       
|                                                         | Common stock                           |                                            |                                          | 900     |                     |         |              | 900    |        
|                                                         | Capital in excess of par value         |                                            |                                          | 4,100   |                     |         |              | 4,100  |        
|                                                         | Accumulated deficit                    |                                            |                                          | (20,534 | )                   |         |              | (3,691 | )      
|                                                         | Accumulated other comprehensive income |                                            |                                          | 897     |                     |         |              | 190    |        
|                                                         |                                        |                                            |                                          |         |                     |         |              |       
|                                                         |                                        |                                            | (14,637                                  | )       |                     |         | 1,499        |       
|                                                         |                                        |                                            |                                          |         |                     |         |              |       
|                                                         |                                        | $                                          | 656,169                                  |         |                     | $       | 556,397      |       
|                                                         |                                        |                                            |                                          |         |                     |         |              |        |         |        

See Notes to Condensed Financial Statements.

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ANCHOR GLASS CONTAINER CORPORATION
CONDENSED STATEMENTS OF CASH FLOWS
(unaudited)
(dollars in thousands)

|                                      |                                                                                                |                              |                                              |          |                     |        |                     |         |   |        |  
|------------------------------------- | ---------------------------------------------------------------------------------------------- | ---------------------------- | -------------------------------------------- | -------- | ------------------- | ------ | ------------------- | ------- | - | ------ | -
|                                      |                                                                                                |                              |                                              |          | Reorganized Company |        | Predecessor Company
|                                      |                                                                                                |                              |                                              |          |                     |        |                    
|                                      |                                                                                                |                              |                                              |          | Six Months Ended    |        | Six Months Ended   
|                                      |                                                                                                |                              |                                              |          | June 30,            |        | June 30,           
|                                      |                                                                                                |                              |                                              |          | 2003                |        | 2002               
|                                      |                                                                                                |                              |                                              |          |                     |        |                    
|Cash flows from operating activities: |                                                                                                |                              |                                              |          |                     |        |                     |        
|                                      | Net income (loss)                                                                              |                              | $                                            | (10,592  | )                   |        | $                   | 4,745   |  
|                                      | Adjustments to reconcile net income (loss) to cash
provided by (used in) operating activities: |                              |                                              |          |                     |        |                     |         |  
|                                      |                                                                                                |                              | Depreciation and amortization                |          |                     | 33,409 |                     |         |   | 27,994 |  
|                                      |                                                                                                |                              | Write-off and amortization of financing fees |          |                     | 4,433  |                     |         |   | 1,207  |  
|                                      |                                                                                                |                              | Other                                        |          |                     | 210    |                     |         |   | (78    | )
|                                      | Decrease in cash resulting from changes in assets and
liabilities                              |                              |                                              | (39,231  | )                   |        |                     | (762    | )
|                                      |                                                                                                |                              |                                              |          |                     |        |                     |        
|                                      |                                                                                                |                              | (11,771                                      | )        |                     |        | 33,106              |        
|Cash flows from investing activities: |                                                                                                |                              |                                              |          |                     |        |                     |        
|                                      | Expenditures for property, plant and equipment                                                 |                              |                                              | (56,183  | )                   |        |                     | (37,256 | )
|                                      | Purchase of equipment under leases                                                             |                              |                                              | (39,217  | )                   |        |                     |        |  
|                                      | Proceeds from sale of property, plant and equipment                                            |                              |                                              | 10,414   |                     |        |                     | 3,112   |  
|                                      | Change in restricted cash                                                                      |                              |                                              | 4,387    |                     |        |                     |        |  
|                                      | Payments for strategic alliances with customers                                                |                              |                                              |         |                     |        |                     | (1,266  | )
|                                      | Other                                                                                          |                              |                                              | (1,714   | )                   |        |                     | (976    | )
|                                      |                                                                                                |                              |                                              |          |                     |        |                     |        
|                                      |                                                                                                |                              | (82,313                                      | )        |                     |        | (36,386             | )      
|Cash flows from financing activities: |                                                                                                |                              |                                              |          |                     |        |                     |        
|                                      | Proceeds from issuance of long-term debt                                                       |                              |                                              | 300,000  |                     |        |                     |        |  
|                                      | Principal payments of long-term debt                                                           |                              |                                              | (173,834 | )                   |        |                     | (1,036  | )
|                                      | Payment of capital lease obligations for assets purchased                                      |                              |                                              | (5,539   | )                   |        |                     |        |  
|                                      | Plan distributions to Series A preferred stock                                                 |                              |                                              | (3,678   | )                   |        |                     |        |  
|                                      | Repurchase of warrants                                                                         |                              |                                              | (1,500   | )                   |        |                     |        |  
|                                      | Net repayments on revolving credit facility                                                    |                              |                                              | (9,031   | )                   |        |                     |        |  
|                                      | Net draws on prior revolving credit facilities                                                 |                              |                                              |         |                     |        |                     | 4,233   |  
|                                      | Payment of financing fees                                                                      |                              |                                              | (12,365  | )                   |        |                     |        |  
|                                      |                                                                                                |                              |                                              |          |                     |        |                     |        
|                                      |                                                                                                |                              | 94,053                                       |          |                     |        | 3,197               |        
|Cash and cash equivalents:            |                                                                                                |                              |                                              |          |                     |        |                     |        
|                                      | Decrease in cash and cash equivalents                                                          |                              |                                              | (31      | )                   |        |                     | (83     | )
|                                      | Balance, beginning of period                                                                   |                              |                                              | 351      |                     |        |                     | 416     |  
|                                      |                                                                                                |                              |                                              |          |                     |        |                     |        
|                                      | Balance, end of period                                                                         |                              | $                                            | 320      |                     |        | $                   | 333     |  
|                                      |                                                                                                |                              |                                              |          |                     |        |                     |         |  
|Supplemental noncash activities:      |                                                                                                |                              |                                              |          |                     |        |                     |        
|                                      |                                                                                                | Non-cash equipment financing |                                              | $        | 10,000              |        |                     | $       |  |       
|                                      |                                                                                                |                              |                                              |          |                     |        |                     |         |  

See Notes to Condensed Financial Statements.

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ANCHOR GLASS CONTAINER CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
(unaudited)
(dollars in thousands, except per share data)

NOTE 1  Basis of Presentation

Organization of the Company

On August 30, 2002, Anchor Glass Container Corporation (Anchor or the
Company), a Delaware corporation, completed a restructuring of its existing
debt and equity securities pursuant to a plan of reorganization (the Plan)
under Chapter 11 of the United States Bankruptcy Code. Certain investment funds
and managed accounts affiliated with Cerberus Capital Management, L.P.
(Cerberus) acquired all of the outstanding capital stock of Anchor through
their investment in Anchor Glass Container Holding L.L.C. (AGC Holding), a
Delaware limited liability company formed in August 2002 and the parent company
of Anchor. As of June 30, 2003, AGC Holding owns approximately 95% of the
outstanding common stock and 100% of the outstanding Series C Participating
Preferred Stock of Anchor. Certain current officers and a former officer of
Anchor hold the remaining outstanding shares of common stock of Anchor.

Condensed Financial Statements

In the opinion of management, the accompanying condensed financial
statements contain all adjustments, consisting only of normal recurring
adjustments, that are necessary to present fairly the financial position as of
June 30, 2003 and the results of operations for the three and six months ended
June 30, 2003 and 2002 and cash flows for the six months ended June 30, 2003
and 2002.

The effective date of the Plan was August 30, 2002. The financial
statements of the Company as of and for periods subsequent to August 31, 2002
are referred to as the Reorganized Company statements. All financial
statements prior to that date are referred to as the Predecessor Company
statements.

Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. Subject to the limitations on
comparability indicated in the preceding paragraph, it is suggested that these
condensed financial statements be read in conjunction with the financial
statements of Anchor included in the Companys Annual Report on Form 10-K for
the year ended December 31, 2002. The results of operations for the interim
periods are not necessarily indicative of the results of the full fiscal year.

Certain amounts of prior periods in the accompanying condensed financial
statements have been reclassified to conform to the current presentation.

NOTE 2  Senior Secured Notes

Effective February 7, 2003, the Company completed an offering of 11%
Senior Secured Notes due 2013, aggregate principal amount of $300,000 (the
Senior Secured Notes), issued under an indenture dated as of February 7,
2003, among the Company and The Bank of New York, as Trustee (the Indenture).
The Senior Secured Notes are senior secured obligations of the Company, ranking
equal in right of payment with all existing and future unsubordinated
indebtedness of the Company and senior in right of payment to all future
subordinated indebtedness of the Company. The Senior Secured Notes are secured
by a first priority lien, subject to certain permitted encumbrances, on
substantially all of Anchors existing real property, equipment and other fixed
assets relating to Anchors nine operating glass container manufacturing
facilities. The collateral does not include inventory, accounts receivables or
intangible assets.

Proceeds from the issuance of the Senior Secured Notes, net of fees, were
approximately $289,000 and were used to repay 100% of the principal amount
outstanding under Anchors 11.25% First Mortgage

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ANCHOR GLASS CONTAINER CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
(unaudited)
(dollars in thousands, except per share data)

Notes due 2005, aggregate
principal amount of $150,000 (First Mortgage Notes) plus accrued interest
thereon ($156,256 in total), 100% of the principal amount outstanding under the
senior secured term loan (the Term Loan) plus accrued interest thereon and a
prepayment fee ($20,354 in total) and advances then outstanding under the
$100,000 credit facility (the Revolving Credit Facility) ($66,886 in total),
which included funds for certain of the Companys capital improvement projects.
The remaining proceeds of approximately $45,000 were used to terminate certain
equipment leases by purchasing from the respective lessors the equipment leased
thereunder.

Interest on the Senior Secured Notes accrues at 11% per annum and is
payable semiannually on each February 15 and August 15 to registered holders of
the Senior Secured Notes at the close of business on the February 1 and August
1 immediately preceding the applicable interest payment date. The first
interest payment date is August 15, 2003.

The Senior Secured Notes are redeemable, in whole or in part, at the
Companys option on or after February 15, 2008, at redemption prices listed in
the Indenture. At any time (which may be more than once) before February 15,
2006, the Company at its option may redeem up to 35% of the initial outstanding
notes with money raised in one or more public equity offerings, at redemption
prices listed in the Indenture. The Indenture provides that upon the occurrence
of a change of control, the Company will be required to offer to purchase all
of the Senior Secured Notes at a purchase price equal to 101% of the principal
amount thereof plus accrued interest to the date of purchase.

The Indenture, subject to certain exceptions, restricts the Company from
taking various actions including, but not limited to, subject to specified
exceptions, the incurrence of additional indebtedness, the payment of dividends
and other restricted payments, the granting of additional liens, mergers,
consolidations and sales of assets and transactions with affiliates.

The Company entered into a Registration Rights Agreement on February 7,
2003. Under the Registration Rights Agreement, the Company registered with the
Securities and Exchange Commission exchange notes, having substantially
identical terms as the Senior Secured Notes, under a registration statement
declared effective June 26, 2003. The Company commenced an offer, on June 30,
2003, to the holders of the Senior Secured Notes, to exchange their Senior
Secured Notes for a like principal of new Senior Secured Notes, identical in
all material respects to the Senior Secured Notes, except that the new Senior
Secured Notes would not bear legends restricting the transfer thereof. The
Company completed the exchange offer on August 5, 2003.

NOTE 3  Equity Incentive Plan

In 2002, the Board of Directors of Anchor (the Board) approved an Equity
Incentive Plan designed to motivate and retain individuals who are responsible
for the attainment of the Companys primary long-term performance goals that
covers employees, directors and consultants. The plan provides for the grant
of nonqualified stock options and incentive stock options for shares of Anchor
common stock and restricted stock to participants of the plan selected by the
Board or a committee of the Board (the Administrator). Effective January 9,
2003, the Administrator granted a total of 225,000 non-qualified stock options
to selected participants. The terms and conditions of awards, as determined by
the Administrator, are as follows: 50% of an option grant vests 1/3 on the
first anniversary of the grant date, 1/3 on the second anniversary of the grant
date and 1/3 on the third anniversary of the grant date; and the
remaining 50% of the option grant vests in three tranches of equal amounts
on the first, second and third anniversary of the grant date if the Company
attains certain performance targets established by the Board.

In December 2002, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 148  Accounting for
Stock-Based Compensation  Transition and Disclosure, an
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ANCHOR GLASS CONTAINER CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
(unaudited)
(dollars in thousands, except per share data)

amendment of Statement
No. 123 (SFAS 148). SFAS 148 amends Statement of Financial Accounting
Standards No. 123  Accounting for Stock-Based Compensation (SFAS 123) to
provide alternative methods of transition for a voluntary change to the fair
value based method of accounting for stock-based employee compensation.
Effective January 1, 2003, the Company has adopted the fair value based method
of accounting for stock-based employee compensation under SFAS 123 by applying
the prospective method of accounting, under which the Company applies the
recognition provisions to all employee awards granted after the beginning of
2003. The following table illustrates the effect on net income (loss) and
income per share as if the fair value based method had been applied to all
outstanding awards in each period:

|                                                        |                                                                                                      |             |         |                     |   |                     |       |                  |   |                    |       |     |      |   |       |     |      | 
|------------------------------------------------------- | ---------------------------------------------------------------------------------------------------- | ----------- | ------- | ------------------- | - | ------------------- | ----- | ---------------- | - | ------------------ | ----- | --- | ---- | - | ----- | --- | ---- | 
|                                                        |                                                                                                      |             |         | Reorganized Company |   | Predecessor Company
|                                                        |                                                                                                      |             |         |                     |   |                    
|                                                        |                                                                                                      |             |         | Six Months Ended    |   | Three Months Ended  |       | Six Months Ended |   | Three Months Ended
|                                                        |                                                                                                      |             |         | June 30, 2003       |   | June 30, 2003       |       | June 30, 2002    |   | June 30, 2002     
|                                                        |                                                                                                      |             |         |                     |   |                     |       |                  |   |                   
|Net income (loss), as reported                          |                                                                                                      | $           | (10,592 | )                   |   | $                   | 1,297 |                  |   | $                  | 4,745 |     |      | $ | 4,948 |    
|                                                        | Add: Stock-based employee
compensation expense
included in reported net
income (loss)                |             |         | 21                  |   |                     |       | 13               |   |                    |       |    |      |   |       |    |     
|                                                        | Deduct: Total stock-based
employee compensation
expense under fair value
based method for all awards |             |         | (21                 | ) |                     |       | (13              | ) |                    |       | (42 | )    |   |       | (22 | )   
|                                                        |                                                                                                      |             |         |                     |   |                     |       |                  |   |                    |       |     |      |   |       |    
|Pro forma net income (loss)                             |                                                                                                      | $           | (10,592 | )                   |   | $                   | 1,297 |                  |   | $                  | 4,703 |     |      | $ | 4,926 |    
|                                                        |                                                                                                      |             |         |                     |   |                     |       |                  |   |                    |       |     |      |   |       |    
|Basic net income per share
applicable to common stock   |                                                                                                      |             |         |                     |   |                     |       |                  |   |                    |       |     |      |   |       |    
|                                                        |                                                                                                      | As reported |         |                     |   |                     |       |                  |   |                    |       | $   | 0.12 |   |       | $   | 0.83 | 
|                                                        |                                                                                                      |             |         |                     |   |                     |       |                  |   |                    |       |     |      |   |       |    
|                                                        |                                                                                                      | Pro forma   |         |                     |   |                     |       |                  |   |                    |       | $   | 0.12 |   |       | $   | 0.83 | 
|                                                        |                                                                                                      |             |         |                     |   |                     |       |                  |   |                    |       |     |      |   |       |    
|Diluted net income per share
applicable to common stock |                                                                                                      |             |         |                     |   |                     |       |                  |   |                    |       |     |      |   |       |    
|                                                        |                                                                                                      | As reported |         |                     |   |                     |       |                  |   |                    |       | $   | 0.12 |   |       | $   | 0.15 | 
|                                                        |                                                                                                      |             |         |                     |   |                     |       |                  |   |                    |       |     |      |   |       |    
|                                                        |                                                                                                      | Pro forma   |         |                     |   |                     |       |                  |   |                    |       | $   | 0.12 |   |       | $   | 0.15 | 
|                                                        |                                                                                                      |             |         |                     |   |                     |       |                  |   |                    |       |     |      |   |       |    

Salaried employees of the Company participated in an incentive stock
option plan of Anchors former indirect parent. These options, which have been
cancelled, generally had a life of 10 years and vested ratably over three
years. The Company elected to follow Accounting Principles Board Opinion No. 25
 Accounting for Stock Issued to Employees in accounting for these options in
the three months and six months ended June 30, 2002.

NOTE 4  Commitments and Contingencies

In September 2001, The National Bank of Canada, acting on its own behalf
and on behalf of PNC Bank, filed a complaint, in Allegheny Common Pleas Court,
against Anchor, GGC L.L.C. (GGC),
Consumers U.S., Inc. (the Companys former parent) and certain other
former affiliates of Anchor. The complaint alleged, among other things,
fraudulent conveyances made by GGC to Anchor and tortious interference with the
contractual relationship between the bank and GGC and sought monetary damages.
On May 19, 2003, the Company entered into an agreement under which the bank
agreed to settle and discontinue the action referred to above in return for the
Companys agreement to contingently guarantee certain indebtedness of GGC to
the bank, in an amount not to exceed $1.65 million, over a maximum term of
fourteen months, with the amount of the guarantee decreasing on a monthly
basis. The recording of the

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ANCHOR GLASS CONTAINER CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
(unaudited)
(dollars in thousands, except per share data)

fair value of the guarantee did not have a material
effect on the financial position or results of operations of the Company.

In addition, the Company is, and from time to time may be, a party to
routine legal proceedings incidental to the operation of its business. The
outcome of any pending or threatened proceedings is not expected to have a
material adverse effect on the financial condition, operating results or cash
flows of the Company, based on the Companys current understanding of the
relevant facts. Legal expenses incurred related to these contingencies are
generally expensed as incurred.

The Companys operations are subject to various federal, state and local
requirements that are designed to protect the environment. Such requirements
have resulted in the Company being involved in related legal proceedings,
claims and remediation obligations. Based on the Companys current
understanding of the relevant facts, the Company does not believe that its
environmental exposure is in excess of the reserves reflected on its balance
sheet, although there can be no assurance that this will continue to be the
case.

Unpaid dividends on the Series C Participating Preferred Stock of $4,751
for the six months ended June 30, 2003 were accrued and included
in redeemable preferred stock on the accompanying condensed balance sheet.

On August 30, 2002, pursuant to the PBGC Agreement (as defined below),
Anchor had granted the Pension Benefit Guaranty Corporation (PBGC) a warrant
for the purchase of 474,000 shares of its common stock. In June 2003, the
Company repurchased all of the outstanding warrants held by the PBGC for a
negotiated price of $1.5 million. The repurchase was accounted for as a charge
to accumulated deficit.

NOTE 5  Subsequent Event

On August 5, 2003, the Company completed an additional offering of 11%
Senior Secured Notes due 2013, aggregate principal amount of $50.0 million (the
Additional Notes). Proceeds from the issuance of the Additional Notes, net
of fees, were approximately $49.5 million. In addition, the Company received a
$3.75 million premium upon issuance. The terms of the Additional Notes are
identical in all material respects to the Senior Secured Notes, except that
interest accrues from the date of the issuance of the Additional Notes rather
than February 7, 2003 and the Additional Notes are subject to certain
restrictions on transfer. No less than 75% of the net proceeds from the
issuance of the Additional Notes will be used to finance improvements to the
collateral securing the Senior Secured Notes and the Additional Notes or to
refinance indebtedness incurred by the Company to finance improvements to the
collateral, in each case in compliance with the Indenture. Pending application
of such proceeds, a portion of the net proceeds were used to pay down advances
outstanding under the Revolving Credit Facility of approximately $49.7 million.
Any portion of the net proceeds not so used as provided for above will be used
for general corporate purposes. Pending application of the net proceeds, they
will be invested in short-term U.S. government securities.

The Company entered into a Registration Rights Agreement on August 5, 2003
with respect to the Additional Notes. Under the Registration Rights Agreement,
the Company will use its reasonable best efforts to register with the
Securities and Exchange Commission exchange notes having substantially
identical terms as the Additional Notes.

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ANCHOR GLASS CONTAINER CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
(unaudited)
(dollars in thousands, except per share data)

NOTE 6  Restatement

These
financial statements include the restated condensed balance sheets of
the Company at June 30, 2003 and December 31, 2002, after
determination that its Series C Preferred Stock, par value $.01
(the Series C Preferred Stock) should be classified
as temporary equity. This restatement is limited solely to
classifying:



| | (i)  |  | the aggregate of $75,000 of
the Companys Series C Preferred Stock from permanent
stockholders equity and                         
| | ---- |  | -----------------------------------------------------------------------------------------------------------------------------------
|
| | (ii) |  | the related accrued dividends
at June 30, 2003 and December 31, 2002 of $7,773 and
$3,022, respectively, form long-term liabilities

to the temporary equity section of the
balance sheet under the caption entitled Redeemable Preferred Stock.

The
restatement had no effect on the Companys statements of
operations, assets or cash flows. Furthermore, as described in the
Use of Proceeds section of the Companys 424(b)(1) prospectus
filed with the Securities and Exchange Commission on
September 25, 2003 in connection with the Companys initial
public offering that was consummated on September 30, 2003 (the
Equity Offering), all of the Series C Preferred
Stock was redeemed in full on September 30, 2003 with a portion
of the net proceeds of the Equity Offering. Accordingly, the change
in classification will have no effect on the Companys balance
sheet as of or following September 30, 2003.

The following table summarizes the impact of the
restatement as of June 30, 2003 and December 31, 2002:

|                                                          |                                                     |   |         |               |  |                   |        |          |   |             |         |         |   |          |         |        |  |   |        |         |   |   |         |       |  | 
|--------------------------------------------------------- | --------------------------------------------------- | - | ------- | ------------- |  | ----------------- | ------ | -------- | - | ----------- | ------- | ------- | - | -------- | ------- | ------ |  | - | ------ | ------- | - | - | ------- | ----- |  | 
|                                                          |                                                     |   |         | June 30, 2003 |  | December 31, 2002
|                                                          |                                                     |   |         |               |  |                  
|                                                          |                                                     |   |         | As Reported   |  | Reclass           |        | Restated |   | As Reported |         | Reclass |   | Restated
|                                                          |                                                     |   |         |               |  |                   |        |          |   |             |         |         |   |         
|LIABILITIES AND STOCKHOLDERS
EQUITY (DEFICIT) (in part): |                                                     |   |         |               |  |                   |        |          |   |             |         |         |   |          |         |        |  |   |        |         |   |   |         |      
|Other long-term liabilities                               |                                                     | $ | 30,648  |               |  | $                 | (7,773 | )        |   | $           | 22,875  |         |   | $        | 26,974  |        |  | $ | (3,022 | )       |   | $ | 23,952  |      
|Total long-term liabilities                               |                                                     |   | 445,271 |               |  |                   | (7,773 | )        |   |             | 437,498 |         |   |          | 310,389 |        |  |   | (3,022 | )       |   |   | 307,367 |      
|Redeemable preferred stock
(including accrued dividends)  |                                                     |   |        |               |  |                   | 82,773 |          |   |             | 82,773  |         |   |          |        |        |  |   | 78,022 |         |   |   | 78,022  |      
|Stockholders equity:                                     |                                                     |   |         |               |  |                   |        |          |   |             |         |         |   |          |         |        |  |   |        |         |   |   |         |      
|                                                          | Preferred stock                                     |   |         | 1             |  |                   |        | (1       | ) |             |         |        |   |          |         | 1      |  |   |        | (1      | ) |   |         |      | 
|                                                          | Participation component of
Series C preferred stock |   |         | 750           |  |                   |        | (750     | ) |             |         |        |   |          |         | 750    |  |   |        | (750    | ) |   |         |      | 
|                                                          | Capital in excess of par value                      |   |         | 78,349        |  |                   |        | (74,249  | ) |             |         | 4,100   |   |          |         | 78,349 |  |   |        | (74,249 | ) |   |         | 4,100 | 
|                                                          | Total stockholders equity
(deficit)                |   |         | 60,363        |  |                   |        | (75,000  | ) |             |         | (14,637 | ) |          |         | 76,499 |  |   |        | (75,000 | ) |   |         | 1,499 | 

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PART II  OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K.

|     |  |              |  |                                                                  
|---- |  | ------------ |  | -----------------------------------------------------------------
|(a.) |  | Exhibits     |  |                                                                  
|     |  | Exhibit 31.1 |  | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
|     |  | Exhibit 31.2 |  | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
|     |  | Exhibit 32   |  | Section 1350 Certifications                                      

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

|                       |  |                                                                                                                                  
|---------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------
|                       |  | ANCHOR GLASS CONTAINER CORPORATION                                                                                               
|                       |  |                                                                                                                                  
|Date: November 3, 2003 |  | /s/ Darrin J. Campbell                                                                                                           
|                       |  |                                                                                                                                  
|                       |  | Darrin J. Campbell
Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Duly Authorized Officer)

12